PROCEEDINGS  OF  THE  MEETINGS 


OF      THE 


COLUMBIA  AND  AUGUSTA 


CHARLOTTE  AND  SOUTH  CAROLINA, 


AND      OF      THE 


CHARLOTTE,    COLUMBIA    AND    AUGUSTA    RAILROAD    COMPANY. 


■ 


HELD  AT  COLUMBIA,  S.  C,  JULY  7  AND  8,  1869. 


COLUMBIA,      S.      C: 

PRINTED   AT    THE   PH(ENIX   AND    GLEANER   PUBLISHING   HOUSE,    MAIN   STREET. 


:• 
■ 


■ 


1869. 


MICRinLMbUBHHELW  , 

'  LIBRARY  PHOTOGRAPHIC  SERVICE 


PROCEEDINGS  OF  THE  MEETINGS 


Off    THE 


COLUMBIA  AND  AUGUSTA 


CHARLOTTE  AND  SOUTH  CAROLINA, 


AND     OF     THE 


CHARLOTTE,    COLUMBIA    AND    AUGUSTA    RAILROAD    COMPANY. 


HELD  AT  COLUMBIA,  S.  C,  JULY  7  AND  8,  1869. 


COLUMBIA,      S.      C.  : 

PRINTED   AT   THE   PHCENIX   AND   GLEANER   PUBLISHING    HOUSE,    MAIN   STREET. 

1869. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hil 


http://www.archive.org/details/proceedingsofmeecolumb 


Cf?ft< 


PROCEEDINGS 


COLUMBIA    AND    AUGUSTA    RAILROAD. 

FIBST    DAY. 


Columbia,  July  7,  1869. 

According  to  a  call  of  the  President  of 
the  Columbia  and  Augusta  Railroad 
Company,  the  stockholders  met  this 
afternoon,  at  the  Nickerson  House. 

On  motion  of  Col.  Wm.  Johnston, 
the  Hon.  J.  H.  Wilson,  of  North  Caro- 
lina, was  called  to  the  Chair,  and  Messrs. 
Henry  A.  Meetze  and  Thomas  E.  Gregg 
appeinted  Secretaries. 

On  motion,  General  John  A.  Young, 
Mr.  John  J.  Cohen  and  Dr.  John  Fisher 
were  appointed  a  Committe  to  Verify 
Proxies. 

After  a  short  absence,  Mr.  Cohen, 
from  said  committee,  reported  that 
24,857  shares  were  represented  in  person 
and  by  proxy. 

The  meeting  proceeded  to  business. 

Mr.  John  J.  Cohen,  in  behalf  of  Mr. 
H.  P.  Eussel,  the  Chairman  of  the  Com- 
mittee on  the  part  of  the  Columbia  and 
Augusta  Railroad  upon  the  consolidation 
of  the  road  with  the  Charlotte  and  South 
Carolina  Railroad,  submitted  the  follow- 
ing report: 

The  Committee  appointed  on  behalf  of 
the  Columbia  and  Augusta  Railroad 
Company  to  meet  a  similar  Committee 
on  the  part  of  the  Charlotte  and  South 
Carolina  Railroad  Company  for  the  pur- 
pose of  arranging  the  terms  of  consoli- 
dation of  these  two  companies  into  one 
and  the  same  body  corporate,  under  the 


name  of  the  Charlotte,  Columbia  and 
Augusta  Railroad  Company,  ask  leave 
respectfully  to  report: 

That,  in  accordance  with  the  terms 
and  spirit  of  their  appointment,  your 
Committee  met  in  joint  conference  with 
the  Committee  on  the  part  of  the  Char- 
lotte and  South  Carolina  Railroad  Com- 
pany, at  the  city  of  Augusta,  on  the  27th 
day  of  May  last;  and  after  a  full,  free  and 
harmonious  interchange  of  views  and 
opinions  between  them,  wherein  was 
fully  discussed  all  matters  pertaining  to 
the  value  of  the  property  of  the  two 
companies,  their  respective  assets  and 
liabilities,  and  the  comparative  and  rela- 
tive value  of  the  stock  of  the  two  compa- 
nies, but  more  particularly  the  terms  and 
conditions  on  which  the  consolidation  of 
the  two  companies  should  take  place, 
the  joint  committee  unanimously  recom- 
mended the  adoption  of  the  following 
resolution,  to  wit: 

Resolved,  unanimously,  by  the  Com- 
mittee appointed  by  the  Charlotte  and 
South  Carolina  Railroad  Company  and 
by  the  Committee  appointed  by  the  Co- 
lumbia and  Augusta  Railroad  Company, 
that  we  recommend  the  consolidation  of 
the  two  companies,  and  upon  the  follow- 
ing terms,  to  wit:  Each  share  of  stock  in 
the  Charlotte  and  South  Carolina  Rail- 
road Company  shall  be  converted  into  a 
share  in  the  consolidated  company;  and 
every  four  and  one-half,  shares  of  stock 
in  the  Columbia  and  Augusta  Railroad 
Company  shall  be  converted  into  a  share 
in  the  consolidated  company;  and  where, 
in  the  last  named  apportionment,  frac- 
tions of  a  share  may  result,  the  owners 


thereof  may,  at  their  option,  complete 
the  unit,  by  paying  for  the  necessary  ad- 
ditional shares  of  Columbia  and  Augusta 
Railroad  stock,  at  the  rate  of  $12.50  per 
share;  or  they  may  receive  pay  for  their 
surplus  shares  at  the  same  rate. 

Mr.  James  G.  Gibbes  offered  the  fol- 
lowing resolutions  as  a  substitute  for  the 
report  of  the  committee: 

Resolved,  That  the  stock  of  the  Char- 
lotte and  South  Carolina  Railroad  and 
that  of  the  Columbia  and  Augusta  Rail- 
road be  consolidated,  and  that  the  two 
companies  be  united  under  the  name  of 
the  Charlotte,  Columbia  and  Augusta 
Railroad,  and  that  new  certificates  of 
stock  be  issued  to  the  stockholders  on  a 
basis  of  four  shares  of  the  Columbia  and 
Augusta  being  equal  to  one  share  of  the 
Charlotte;  and  that  when  fractions  of 
shares  occur,  the  holder  shall  have  the 
option  of  either  selling  his  stock  to  the 
company,  at  fifty  cents  on  the  dollar,  or 
of  paying  at  that  rate  to  make  a  full 
share. 

Resolved,  That  a  due  regard  and  re- 
spect for  the  interests  of  Columbia,  the 
present  terminal  point  of  the  two  roads, 
render  it  necessary  to  guarantee  that  on 
all  tariffs  of  freight  and  schedules  no 
unfair  or  unjust  discrimination  shall  be 
used  to  the  prejudice  of  Columbia  and 
her  interests. 

Which  were  forcibly  advocated  by  the 
mover,  Gen.  Hampton  and  Col.  A.  C. 
Haskell;  and  opposed  by  Cols.  Johnston, 
James  H.  Rion,  F.  W.  McMaster  and 
Paul  Quattlebaum,  Esq. 

Hon.  John  McKenzie,  Mayor  of  the 
city  of  Columbia,  submitted  the  follow- 
ing protest: 

Whereas,  in  the  opinion  of  the  City 
Council  of  Columbia,  the  interests  of 
this  city  will  be  best  promoted  by  conti- 
nuing the  Charlotte  and  South  Carolina 
Railroad  Company  and  the  Columbia 
and  Augusta  Railroad  Company  as  sepa- 
rate corporations;  and,  whereas,  the  ob- 
ject of  the  City  Council  of  Columbia, 
and  the  citizens  thereof,  in  subscribing 
to  these   corporations,  was  to  promote 


the  interests  of  this  city  and  the  trade 
thereof;  therefore,  be  it 

Resolved,  That  while  the  City  Council 
of  Columbia  believe  their  interests  will 
be  best  promoted  by  these  railroad  com- 
panies remaining  as  separate  corpora- 
tions, this  Council  will  agree  to  the  con- 
solidation of  the  two  roads  above  named, 
on  condition  that  no  discrimination 
shall  be  made  against  Columbia;  and 
that  the  following  conditions  shall  be 
agreed  on  as  a  part  of  the  contract  of 
consolidation :  First,  that  Columbia  shall 
be  guaranteed  the  lowest  through  rates 
for  freight  and  passage,  which  shall  ex- 
ist, for  the  time  being,  to  Charlotte  or 
to  Augusta,  or  between  Charlotte  and 
Augusta,  or  Augusta  and  Charlotte  to 
any  other  point;  these  rates  to  be  pro 
rata  from  either  terminus  of  the  road, 
according  to  their  distance  from  Colum- 
bia; second,  that  no  discrimination  in 
local  freights  and  passage  shall  be  made 
against  Columbia  from  any  point  on  the 
line  of  road,  which  will  have  the  ef- 
fect of  driving  the  trade  of  any  section 
of  country  to  Charlotte,  or  to  Augusta 
and  from  Columbia;  and  that  for  the 
same  distance  of  transporting  freight  or 
passengers,  the  cities  of  Augusta,  Colum- 
bia and  Charlotte  shall,  in  every  parti- 
cular, be  placed  on  an  equal  footing; 
third,  the  interests  of  Columbia  will  be 
promoted  by  the  extension  and  building 
of  other  railroads  to  this  city;  and  in  the 
event  of  any  road  being  completed  to 
this  point,  they  shall  be  guaranteed  a 
connection  with  the  Columbia  and  Au- 
gusta Railroad  and  the  Charlotte  and 
South  Carolina  Railroad  on  an  equal 
basis  of  charges  for  through  freights  and 
passage  which  shall  be  charged  by  the 
consolidated  road,  or  which  may  be 
granted  to  any  other  road  connecting 
with  it. 

Major  Rion  moved  to  lay  the  first 
resolution  on  the  table.  A  stock  vote 
was  taken,  and  resulted  as  follows:  Yeas 
7,968.  Nays  3,229— a  majority  of  4,269. 
So  the  resolution  was  laid  upon  the  table. 

The  second  resolution  was  then  with- 
drawn for  the  present, 


A  stock  vote  was  then  taken  on  the  re- 
port of  the  Committee  on  Consolidation, 
and  resulted  as  follows:  Yeas  10,163. 
Nays  1,437— majority  8,726.  So  the  re- 
port was  adopted. 

Mr.  Johnston  then  called  up  the  se- 
cond resolution  offered  by  Mr.  Gibbes; 


which  was  put  to  vote  and  adopted. 
The  meeeting  then  adjourned  until  to- 
morrow, at  9  o'clock. 

JOSEPH  H.  WILSON,  Chairman. 

H.  A.  Meetze,    )  d        i.    • 
Thos.  E.Gregg,     Secrecies. 


SECOND      DAY. 


Columbia,  July  8,  1869. 

The  meeting  was  convened  this  morn- 
ing, at  11  o'clock,  Mr.  Wilson  in  th« 
chair. 

The  following  preamble  and  resolu- 
tions, offered  by  Major  C.  D.  Melton, 
were  put  to  a  stock  vote  and  unanimous- 
ly adopted: 

Whereas,  the  stockholders  of  the  Co- 
lumbia and  Augusta  Railroad  Company 
and  of  the  Charlotte  and  South  Carolina 
Railroad  Company  have  consented  to  the 
consolidation  of  the  two  companies,  as 
provided  for  and  declared  by  the  Acts  of 
the  Legislatures  of  South  Carolina  and 
North  Carolina;  and  whereas,  the  said 
two  companies  are  now,  by  operation  of 
the  said  Acts,  consolidated  into  one  com- 
pany, under  the  name  of  the  Charlotte, 
Columbia  and  Augusta  Railroad  Compa- 
ny; therefore,  be  it 

Resolved,  That  whenever  the  said 
Charlotte,  Columbia  and  Augusta  Rail- 


road Company  shall  have  formally  as- 
sumed the  payment  of  all  of  the  liabili- 
ties and  the  performance  of  all  of  the 
contracts  of  the  Columbia  and  Augusta 
Railroad  Company,  all  the  property  of 
the  Columbia  and  Augusta  Railroad 
Company  shall  thereupon  vest  in  the 
said  Charlotte,  Columbia  and  Augusta 
Railroad  Company;  and  all  the  rights, 
credits  and  choses-in-action  of  the  said 
Columbia  and  Augusta  Railroad  Com- 
pany shall  be,  aod  they  are  hereby,  as- 
signed to  the  said  Charlotte,  Columbia 
and  Augusta  Railroad  Company. 

On  motion  of  Col.  W.  R.  Robertson, 
the  meeting  then  adjourned,  to  meet  in 
joint  convention  with  the  Charlotte  and 
South  Carolina  Railroad  Company. 

JOSEPH  H.  WILSON,  Chairman. 

H.  A.  Meetze,  1  Secretanes. 

Thomas  E.  Gregg,  [ 


CHARLOTTE  AND  SOUTH  CAROLINA  RAILROAD 


FIRST 

Columbia,  July  7,  1869. 

The  stockholders  of  the  Charlotte  and 
South  Carolina  Railroad  met  this  after- 
noon, at  the  Nickerson  House. 

Hon.  J.  H.  Wilson,  of  North  Carolina, 
was  called  to  the  chair;  and  Messrs. 
Henry  A.  Meetze  and  Thomas  E.  Gregg 
appointed  Secretaries. 

Mr,  G.  J.  Patterson,  from  the  commit- 


tee which  had  been  appointed  by  the  Di- 
rectors to  verify  proxies,  reported  that 
8,517  shares  were  represented — which 
was  a  majority  of  the  stock. 

Mr.  W.  R.  Robertson,  from  the  Com- 
mittee on  Consolidation,  submitted  the 
following  report;  which  was  unanimous- 
ly adopted  by  a  stock  vote — 5,796  votes 
being  cast : 


6 


The  committee  appointed  on  behalf  of 
the  Charlotte  and  South  Carolina  Kail- 
road  Company  to  meet  a  similar  com- 
mittee on  the  part  of  the  Columbia  and 
Augusta  Railroad  Company,  for  the  pur- 
pose of  arranging  the  terms  of  consolida- 
tion of  these  two  companies  into  one 
and  the  same  body  corporate,  under  the 
name  of  the  Charlotte,  Columbia  and 
Augusta  Railroad  Company,  ask  leave 
respectfully  to  report: 

With  a  view  to  a  full  and  proper  un- 
derstanding on  the  part  of  the  stockhold- 
ers of  this  company,  as  to  the  origin  and 
history  of  the  proposed  consolidation  of 
these  two  companies,  your  committee 
deem  it  not  altogether  inappropriate  on 
this  occasion  to  refer  briefly  to  a  few  of 
the  leading  facts  connected  with  the 
matter. 

At  the  annual  convention  of  the  stock- 
holders of  the  Columbia  and  Angusta 
Railroad  Company,  held  in  the  city  of 
Columbia,  on  the  3d  day  of  December, 
1868,  the  matter  of  consolidating  the 
two  companies  into  one  was  formally 
presented  for  the  consideration  of  the 
stockholders  of  that  company  by  its  Pre- 
sident, who,  on  that  occasion,  in  his  an- 
nual report,  remarked,  that  as  the  inte- 
rests and  policy  of  these  two  corporations 
were  identical,  it  had  been  suggested  by 
many  stockholders  of  each  that  it  would 
be  to  the  interest  of  both  to  have  them 
consolidated  into  one  company — that  it 
would  produce  unity  and  concert  in  a 
more  extended  line,  thereby  rendering 
both  more  efficient  for  public  conve- 
nience and  transportation,  and  greatly 
economize  the  expenses  of  administering 
them  separately. 

With  these  remarks  substantially,  he 
submitted  the  matter  to  the  stockholders 
for  such  consideration  and  action  as  they 
might  deem  proper.  Thereupon,  a  di- 
rector of  that  company  submitted  the 
following  resolution,  which  was  adopted: 

"Resolved,  That  so  much  of  the  Pre- 
sident's report  as  refers  to  the  consolida- 
tion of  this  and  the  Charlotte  and  South 
Carolina  Railroad  Company,  be  referred 
to  a  special  committee,  who  are  request- 
ed to  report  immediately  as  to  what  ne- 
cessary legislation  may  be  required  to 
allow  the  consolidation,  if  such  should 
be  found  advisably" 


Under  this  resolution,  a  committee  of 
five  was  appointed,  who  reported  that 
same  afternoon,  in  substance,  that  inas- 
much as  it  may  be  advisable  for  their 
company  to  become  a  party  to  the  con- 
solidation suggested,  they  recommend 
that  such  legislation  be  obtained  as  will 
enable  the  two  companies  to  effect  the 
consolidation,  should  the «  stockholder* 
of  the  respective  companies  approve  of 
such  consolidation.  With  this  report, 
the  committee  submitted  a  draft  of  a  bill 
to  be  presented  to  the  several  Legisla- 
tures of  North  Carolina,  South  Carolina 
and  Georgia,  for  the  purpose  of  enabling 
and  allowing  the  two  companies  to  effect 
consolidation.  This  bill,  with  some  few 
slight  amendments,  passed  the  several 
Legislatures,  and  became  a  law.  Hence, 
full  legal  authority,  so  far  as  legislative 
enactment  can  furnish  it,  has  been  given 
to  these  two  companies  to  unite  them- 
selves into  one  and  the  same  body  corpo- 
rate. 

So  much  for  the  initiatory  action  on 
the  part  of  the  Columbia  and  Augusta 
Railroad  Company  looking  to  consolida- 
tion, and  the  consequent  legislative  ac- 
tion thereon. 

Now  for  the  action  which  has  been 
had  on  the  part  of  the  Charlotte  and 
South  Carolina  Railroad  Company.  At 
the  late  stockholders'  meeting  of  this 
company,  held  in  the  city  of  Columbia, 
on  the  21st  day  of  April  last,  the  follow- 
ing resolution  was  unanimously  adopted: 

"Resolved,  That  this  company  regard 
with  favor  the  proposed  consolidation 
with  the  Columbia  and  Augusta  Railroad 
Company;  and  that  a  committee  be  ap- 
pointed to  arrange  with  a  like  committee 
from  the  other  company  the  terms  of 
consolidation,  to  be  submitted  for  ratifi- 
cation or  rejection  to  meetings  of  the 
two  companies,  to  be  called  in  pursuance 
of  the  Acts  of  the  Legislatures  of  Geor- 
gia, North  Carolina  and  South  Carolina, 
authorizing  the  consolidation." 

And  it  was  further  resolved  at  the 
same  time,  that  the  committee  should 
consist  of  six — three  to  be  appointed  by 
the  Board  of  Directors,  and  three  by  the 
stockholders  then  in  session.  Under 
this  authority,  your  committee  was  ap- 
pointed as  the  representatives  of  this 
company,  to  meet  a  similar  committee 


1 


on  the  part  of  the  Columbia  and  Augusta 
Railroad  Company,  to  arrange  the  de- 
tails and  terms  of  consolidation. 

The  Joint  Committee  met  at  the  city 
of  Augusta,  Georgia,  on  the  27th  day  of 
May  last.  Their  meeting  and  delibera- 
tions were  most  pleasant  and  harmoni- 
ous; and  after  a  full,  free  and  somewhat 
protracted  interchange  of  views  and 
opinions,  wherein  was  frankly  discussed 
all  matters  pertaining  to  the  value  of  the 
property  of  the  two  companies,  their  re- 
spective assets  and  liabilities,  and  the 
relative  and  comparative  value  of  the 
stock  of  the  two  corporations,  particu- 
larly the  terms  and  conditions  on  which 
i  t  would  be  fair,  equitable  and  just  for 
the  consolidation  of  the  two  companies 
to  take  place,  unanimously  agreed  to  the 
following  resolution : 

Resolved,  unanimously,  by  the  Com- 
mittee appointed  by  the  Charlotte  and 
South  Carolina  Railroad  Company,  and 
by  the  Committee  appointed  by  the  Co- 
lumbia and  Augusta  Railroad  Company, 
That  we  recommend  the  consolidation  of 
the  two  companies,  and  upon  the  follow- 
ing terms,  to  wit:  Each  share  of  stock 
in  the  Charlotte  and  South  Carolina 
Railroad  Company  shall  be  converted 
into  a  share  in  the  consolidated  compa- 


ny; and  every  four  and  one-half  shares 
of  stock  in  the  Columbia  and  Augusta 
Railroad  Company  shall  be  converted 
into  a  share  in  the  consolidated  compa- 
ny; and  where,  in  the  last  named  appor- 
tionment, fractions  of  a  share  may  re- 
sult, the  owners  thereof  may,  at  their 
option,  complete  the  unit  by  pacing  for 
the  necessary  additional  shares  of  Co- 
lumbia and  Augusta  Railroad  stock  at 
the  rate  of  $12.50  per  share,  or  they  may 
receive  pay  for  their  surplus  shares  at 
the  same  rate. 

Thus,  it  will  be  perceived  that  the 
Joint  Committee  concluded  their  labors 
not  only  in  harmony  but  with  entire  una- 
nimity; and  your  Committee  now  in- 
dulge the  hope  that  their  action  in  the 
premises  will  meet  with  a  hearty  endorse- 
ment by  this  Convention  of  Stockhold- 
ers. 

All  of  which  is  respectfully  submitted. 
W.  R.  ROBERTSON, 
Chairman  of  the  Committee 
on  the  part  of  the  C.  &  S.  0.  R.  R.  Co. 

The  meeting  then  adjourned  until  to- 
morrow morning. 

JOSEPH  H.  WILSON,  Chairman. 

H.  A.  Meetze,  )  a        ,     - 

Thomas  E.  Gbegg,  [  Secretaries. 


SECOND     DAY. 


Columbia,  July  8,  1869. 

The  stockholders  met  this  morning,  at 
9  o'clock,  pursuant  to  adjournment. 
Colonel  Wilson  in  the  chair. 

Major  C.  D.  Melton  offered  the  follow- 
ing preamble  and  resolution,  which  were 
adopted  unanimously  by  a  stock  vote: 

Whereas,  the  stockholders  of  the 
Charlotte  and  South  Carolina  Railroad 
Company  and  of  the  Columbia  and  Au- 
gusta Railroad  Company  have  consented 
to  the  consolidation  of  the  two  compa- 
nies, as  provided  for  and  declared  by  the 
Acts  of  the  Legislatures  of  South  Caro- 
lina and  North  Carolina  ;  and 
whereas,  the  said  two  companies  are 
now,  by  operation  of  the  said  Acts,  con- 
solidated into  one  company,  under  the 


name  of  the  Charlotte,  Columbia  and 
Augusta  Railroad  Company;  therefore, 
be  it 

Resolved,  That  whenever  the  said 
Charlotte,  Columbia  and  Augusta  Rail- 
road Company  shall  have  formally  as- 
sumed the  payment  of  all  the  liabilities 
and  the  performance  of  all  the  contracts 
of  the  Charlotte  and  South  Carolina 
Railroad  Company,  all  the  property  of 
the  said  Charlotte  and  South  Carolina 
Railroad  Company  shall  thereupon  vest 
in  the  said  Charlotte,  Columbia  and  Au- 
gusta Railroad  Company;  and  all  the 
rights,  credits  and  choses-in-action  of 
the  said  Charlotte  and  South  Carolina 
Railroad  Company  shall  be,  and  they  are 
hereby,  assigned  to  the  said  Charlotte, 
Columbia  and  Augusta  Railroad  Com- 
pany. 


8 


On  motion  of  Coh  James  H.  Rion, 
the  meeting  adjourned,  to  meet  in  joint 
convention  with  the  Columbia  and  Au- 
gusta Railroad  Company. 


JOSEPH  H.  WILSON,  Chairman. 

H.  A.  Meetze,         ja        .    . 
Thomas  E.  Gbegg,  f  Seoretanes- 


JOINT    CONVENTION 


Columbia,  July  8,  1869. 

A  Joint  Convention  of  the  stockhold- 
ers in  the  Columbia  and  Angusta  and 
Charlotte  and  South  Carolina  Railroad 
Companies  assembled  this  morning. 

On  motion  of  Col.  W.  R.  Robertson, 
J.  H.  Wilson,  Esq.,  was  requested  to 
preside,  and  Messrs.  H.  A.  Meetze  and 
Thos.  E.  Gregg  to  act  as  Secretaries. 

Mr.  J.  J.  Cohen,  from  the  Committee 
on  Proxies,  reported  that  a  majority  of 
the  stock  of  both  companies  was  repre- 
sented. 

Col.  J.  H.  Rion  offered  the  following 
resolution,  which  was  adopted: 

Eeeohed,  That  the  stock  represented 
in  this  Joint  Convention,  and  all  stock 
votes,  be  determined  by  adding  together 
the  number  of  shares  and  the  number  of 
votes  to  whioh  any  one  is  recorded  as 
representing  and  entitled  to,  on  the  two 
separate  lists  of  the  Committees  on  Stock 
and  Proxies,  appointed  by  the  Conven- 
tions of  the  Charlotte  and  South  Caro- 
lina Railroad  Company  and  the  Colum- 
bia and  Augusta  Railroad  Company,  re- 
spectively. 

Col.  W.  R.  Robertson  submitted  the 
following  by-laws,  which  were  adopted: 

1.  The  stockholders  shall  meet  annual- 
ly to  receive  the  report  of  the  General 
Board  of  Directors,  and  transact  such 
other  business  of  the  company  as  may 
be  brought  before  them,  at  such  place 
as  they  at  the  successive  annual  meet- 
ings, or  at  any  general  meeting,  may  ap- 
point. 

2.  Stockholders  and  their  proxies  rep- 
resenting one-half  of  the  whole  amount 
of   stock  subscribed,  shall  constitute  a 


quorum  to  transact  business  at  any  gene- 
ral meeting  of  the  company. 

3.  The  Board  of  Directors  shall  be 
elected  annually,  and  continue  in  office 
until  the  next  annual  meeting  after  their 
election,  and  until  a  new  Board  of  Di- 
rectors are  elected  and  enter  on  the  du- 
ties of  their  offices,  which  Board  shall 
elect  from  its  members  the  President  of 
the  company. 

4.  In  case  the  day  of  annual  election 
of  Directors  should  pass  without  any 
election,  the  Board  of  Directors  shall 
appoint  another  time  and  place  for  such 
election,  and  call  a  general  meeting  of 
the  stockholders  for  that  purpose. 

5.  The  President  and  eight  Directors, 
or  a  majority  of  the  Directors,  shall  con- 
stitute a  board  to  transact  the  business 
of  the  company. 

6.  The  Board  of  Directors  shall  fill  all 
vacancies  which  may  occur  in  the  Board 
of  Directors;  and  the  Director  so  ap- 
pointed may  serve  until  the  next  general 
meeting  of  the  stockholders. 

7.  The  Board  of  Directors  shall  ap- 
point such  officers  and  agents  as  may  be 
required  for  the  company,  who  shall  for 
their  services  receive  such  compensation 
as  the  Board  may  determine;  and  all  re- 
ceiving and  disbursing  officers  shall  give 
bond  and  security  for  the  faithful  per- 
formance of  their  duties  in  such  amount 
as  the  Board  may  require. 

8.  The  money  of  the  company  not 
otherwise  disposed  of  shall  be  deposited 
to  the  credit  of  the  company  in  such  bank 
or  banks  as  the  Board  of  Directors  may 
designate;  and  the  money  thus  deposited 
shall  be  considered  in  the  troasnry,  and 
shall  be  drawn  only  by  an  order,  draft  or 
check  signed  by  the  Treasurer. 

9.  All  vouchers,  whether  for  moneys 
paid  out  or  received,   shall  contain  on 


their  face  the  objeet  for  which  it  was 
paid,  or  the  source  from  whence  de- 
rived. 

10.  The  books  and  accounts  of  the 
Treasurer  shall,  at  all  times,  be  subject 
to  the  inspection  and  examination  of  the 
President,  or  a  committee  of  the  compa- 
ny, or  any  member  of  the  Board  of  Di- 
rectors. 

11.  The  Board  of  Directors  may,  at 
any  time  when  it  shall  be  deemed  neces- 
sary, call  a  meeting  of  the  stockholders, 
and  designate  the  time  and  place  of 
meeting;  of  which  due  notice  shall  be 
given. 

12.  No  person  shall  be  a  Director  of 
this  company  unless  he  now  owns,  in  bis 
own  right,  at  least  twenty-five  shares  of 
stock  in  the  company;  nor  shall  be  eligi- 
ble as  a  Director  at  any  future  election 
unless  he  shall  have  owned  said  amount 
of  stock,  in  his  own  right,  for  at  least 
three  months  next  preceding  his  elec- 
tion, whioh  shall  be  evidenced  by  a 
transfer  of  the  same  on  the  stock  book 
of  the  company. 

13.  No  person  shall  act  as  proxy  for 
any  stockholder  or  stockholders  at  any- 
special  or  general  meeting  of  the  stock- 
holders of  this  company,  unless  such 
person  shall  himself  be  the  owner,  in  his 
own  right,  of  at  least  five  shares  of  stock 
in  said  company  for  at  least  three  calen- 
dar months  anterior  to  the  meeting, 
which  shall  be  evidenced  by  a  transfer  of 
the  same  on  the  stock  book  of  the  com- 
pany; or  unless  such  proxy  is  the  offi- 
cial appointee  of  some  corporation  own- 
ing stock  in  this  company. 

Col.  James  G.  Gibbes  offered  the  fol- 
lowing resolution;  which  was  adopted: 

Resolved,  That  the  salary  of  the  Presi- 
dent of  the  Charlotte,  Columbia  and 
Augusta  Kailroad  be  fixed  at  $6,000  for 
the  first  year,  and  at  $5,000  thereafter. 

Dr.  F.  S.  Lewie  submitted  the  follow- 
ing resolution;  which  was  adopted: 

Resolved,  That  the  zeal,  skill  and  un- 
untiring  devotion  to  the  interests  of  the 
road  exhibited  by  James  O.  Moore, 
Chief  Engineer  of  the  late  Columbia  and 
Augusta  Eailroad,  entitle  him  to  the 
thanks  of  this  company;  and  the  Board 
of  Directors  are  requested  to  exhibit 
their  gratitude  by  a  liberal  salary. 


W.  B.  Myers,  Esq.,  moved  that  a 
Committee  of  Seven  be  appointed  to 
nominate  suitable  persons  for  Directors 
of  the  company. 

The  Chair  appointed  the  following  on 
the  committee:  W.  B.  Myers,  Chair- 
man, North  Carolina;  Mathew  White, 
Chester;  J.  H.  Cathcart,  Fairfield;  An- 
drew Crawford,  Bichland;  Dr.  Wm.  H. 
Tutt,  Augusta;  Gen.  E.  M.  Law,  York; 
Dr.  F.  S.  Lewie,  Lexington. 

Major  C.  D.  Melton  submitted  the  fol- 
lowing resolution;  which  was  adopted 
by  a  stock  vote: 

Resolved,  That  the  consolidated  stock 
of  the  Charlotte,  Columbia  and  Augusta 
Bailroad  Company,  and  all  other  stock 
which  may  hereafter  be  issued,  shall  be 
in  shares  of  $100  each. 

Resolved,  That  the  President  and  Di- 
rectors of  this  company  do  cause  to  be 
prepared  and  issued  to  the  stockholders 
new  certificates  of  stock,  consolidating 
the  shares  of  the  two  former  companies 
in  accordance  with  the  terms  of  consoli- 
dation heretofore  established  by  the 
said  two  companies. 

The  following  resolutions  were  also 
adopted  unanimously,  by  a  stock  vote: 

Resolved,  by  the  stockholders  of  the 
"Charlotte,  Columbia  and  Augusta  Bail- 
road  Company,"  this  day  assembled, 
That  in  consideration  of  the  transfer  to 
said  company  by  the  Charlotte  and 
South  Carolina  Bailroad  Company  and 
by  the  Columbia  and  Augusta  Bailroad 
Company  of  all  the  property  of  the  said 
two  companies  respectively,  the  said 
Charlotte,  Columbia  and  Augusta  Bail- 
road Company  do  hereby  assume  the 
payment  of  all  of  the  debts  and  liabili- 
ties of  the  said  two  companies  respec- 
tively; and  the  performance  of  all  con- 
tracts by  either  of  said  companies 
undertaken  and  yet  remaining  to  be  per- 
formed; and  the  faith,  credit,  resources 
and  property  of  the  said  Charlotte,  Co- 
lumbia and  Augusta  Bailroad  Company 
are  hereby  pledged  for  the  payment  of 
all  such  debts  and  liabilities  and  the  per- 
formance of  all  such  contracts. 


10 


Resolved,  That  the  President  and  Di- 
recters  of  the  Charlotte,  Columbia  and 
Augusta  Railroad  Company  shall,  with- 
out delay,  proceed  to  adjust  and  consoli- 
date the  debt  of  the  said  two  companies 
hereby  assumed;  and  that,  for  this  pur- 
pose, they  are  hereby  authorized  and 
empowered  to  issue  bonds  of  the  Char- 
lotte, Columbia  and  Augusta  Railroad 
Company  to  an  amount  not  exceeding 
$2,100,000,  to  be  used  for  the  purpose  of 
funding  the  floating  debt  and  retiring 
the  bonds  heretofore  issued  by  the  said 
two  companies,  respectively,  and  now 
outstanding,  and  for  the  purpose  of  com- 
pleting the  construction  and  outfit  of 
the  railroad  to  Augusta,  and  for  other 
purposes;  and  to  secure  the  payment  of 
said  bonds  hereby  authorized  to  be 
issued,  the  said  President  and  Directors 
are  further  authorized  and  empowered 
to  execute  a  mortgage  of  the  railroad 
and  of  the  property  and  franchises  of 
this  company,  or  of  any  part  thereof, 
the  said  bonds  and  mortgage  to  be  signed, 
attested  and  otherwise  executed  in  such 
manner  as  the  President  aud  Directors 
shall  direct. 

The  committee  appointed  to  nominate 
Directors  for  the  company  recommended 
the  following  gentlemen : 

Georgia — W.  E.  Jackson,  Josiah  Sib- 
ley, J.  J.  Cohen,  S.  D.  Heard. 

North  Carolina — W.  Johnston,  A.  B. 
Davidson,  Gen.  J.  A.  Young,  Gen.  W. 
H.  Neal. 

Lexington — Dr.  F.  S.  Lewie. 

Richland— C.  D.  Melton,  Dr.  John 
Fisher,  Edward  Hope,  Col.  F.  W. 
McMaster. 

Fairfield— W.  R.  Robertson,  James 
H.  Rion. 

Chester— G.  J.  Paterson,  J.  J.  Mc- 
Lure. 

Yqrs:—  A.  B.  Springs. 


Who,  upon  a  stock  vote,  were  unani- 
mously elected. 

Major  Melton  offered  the  following  re- 
solutions; which  were  adopted: 

Resolved,  That  this  Convention,  grate- 
fully appreciating  the  courtesy  and  kind- 
ness of  Mr.  W.  A.  Wright,  proprietor  of 
the  Nickerson  House,  in  tendering  the 
use  of  his  hall,  extend  their  thanks  to 
him  therefor. 

Resolved,  That  the  Secretary  of  the 
Convention  communicate  to  Mr.  Wright 
the  foregoing  resolution. 

Major  W.  R.  Robertson  moved  that 
the  official  proceedings  of  the  Conven- 
tion be  published  in  the  Columbia  Phce- 
nix;  and  also  that  five  hundred  copies, 
in  pamphlet  form,  be  printed  for  the  use 
of  the  stockholders.     Adopted. 

On  motion,  Col.  Wilson  was  request- 
ed to  vacate  the  chair,  and  Mr.  S.  D. 
Heard  requested  to  preside. 

Mr.  A.  B.  Springs  offered  the  following 
resolution;  which  was  adopted: 

Resolved,  That  the  thanks  of  the  stock- 
holders are  due,  and  are  hereby  tender- 
ed, to  Hon.  Joseph  H.  Wilson,  Chair- 
man of  this  Convention,  for  the 
courteous  and  faithful  performance  of 
his  duties;  and  also  to  the  Secretaries  of 
the  Conventon,  for  the  efficiency  with 
which  they  have  discharged  their  duties. 

Mr.  Wilson  resumed  his  seat,  when 
Mr.  Heard  presented  the  resolutions,  in  a 
few  appropriate  remarks. 

There  being  no  further  business,  the 
Convention  adjourned. 

JOSEPH  H.  WILSON,  Chairman. 


